SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 18)
Modine Manufacturing Company
(Name of Issuer)
Common Stock, $0.625 Par Value Per Share
(Title of Class of Securities)
___________________607828100_________________________
(CUSIP Number)
James E. McKee
Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5294
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
_______November 12, 2002______________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box 0.
CUSIP No. 607828100
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, LLC I.D. NO. 13-4044523
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
1,133,500 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
1,133,500 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,133,500 (Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.37%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 607828100
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc.
I.D. NO. 13-4044521
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
5,336,996 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
5,634,196 (Item 5)
::10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,634,196 (Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.75%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
CUSIP No. 607828100
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MJG Associates, Inc.
I.D. NO. 06-1304269
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Client Funds
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
17,000 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
17,000 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 607828100
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli & Company, Inc. Profit Sharing Plan
I.D. NO. 13-3798449
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
2,000 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
2,000 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 607828100
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Group Capital Partners, Inc. I.D. NO. 13-3056041
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
None
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
NONE
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NONE
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 607828100
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Asset Management Inc.
I.D. NO. 13-4007862
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
None
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
NONE
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 607828100
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marc J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
None
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
NONE
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 607828100
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
None
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
NONE
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1. Security and Issuer
This Amendment No. 18 to Schedule 13D on the Common Stock of Modine
Manufacturing Company (the "Issuer") is being filed on behalf of the
undersigned to amend the Schedule 13D, as amended (the "Schedule 13D") which
was originally filed on September 25, 1997. Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the same
meanings as set forth in the Schedule 13D.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario
Gabelli"), Marc J. Gabelli ("Marc Gabelli") and various entities which either
one directly or indirectly controls or for which either one acts as chief
investment officer. These entities, except for Lynch Corporation ("Lynch") and
Lynch Interactive Corporation ("Interactive"), engage in various aspects of the
securities business, primarily as investment adviser to various institutional
and individual clients, including registered investment companies and pension
plans, as broker/dealer and as general partner of various private investment
partnerships. Certain of these entities may also make investments for their
own accounts.
The foregoing persons in the aggregate often own beneficially more than
5% of a class of a particular issuer. Although several of the foregoing
persons are treated as institutional investors for purposes of reporting their
beneficial ownership on the short-form Schedule 13G, the holdings of those who
do not qualify as institutional investors may exceed the 1% threshold presented
for filing on Schedule 13G or implementation of their investment philosophy may
from time to time require action which could be viewed as not completely
passive. In order to avoid any question as to whether their beneficial
ownership is being reported on the proper form and in order to provide greater
investment flexibility and administrative uniformity, these persons have
decided to file their beneficial ownership reports on the more detailed
Schedule 13D form rather than on the short-form Schedule 13G and thereby to
provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the
following persons: Gabelli Group Capital Partners, Inc. ("Gabelli Partners"),
Gabelli Asset Management Inc. ("GAMI"), Gabelli Funds, LLC ("Gabelli Funds"),
GAMCO Investors, Inc. ("GAMCO"), Gabelli Advisers, Inc. ("Gabelli Advisers"),
Gabelli Securities, Inc. ("GSI"), Gabelli & Company, Inc. ("Gabelli &
Company"), Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"), MJG
Associates, Inc. ("MJG Associates"), Gemini Capital Management LLC ("Gemini"),
Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli, Marc Gabelli, Lynch,
and Interactive. Those of the foregoing persons signing this Schedule 13D are
hereafter referred to as the "Reporting Persons".
Gabelli Partners makes investments for its own account and is the parent
company of GAMI. GAMI, a public company listed on the New York Stock Exchange,
is the parent company for a variety of companies engaged in the securities
business, each of which is named below.
GAMCO, a wholly-owned subsidiary of GAMI, is an investment adviser
registered under the Investment Advisers Act of 1940, as amended ("Advisers
Act"). GAMCO is an investment manager providing discretionary managed account
services for employee benefit plans, private investors, endowments, foundations
and others.
GSI, a majority-owned subsidiary of GAMI, acts as a general partner or
investment manager to limited partnerships and offshore investment companies
and as a part of its business regularly purchases and sells securities for its
own account. It is the immediate parent of Gabelli & Company. GSI is the
Investment Manager of Gabelli Associates Fund, Gabelli Associates Fund II,
Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia
Partners, L.P. GSI and Marc Gabelli own 45% and 55%, respectively, of Gabelli
Securities International Limited ("GSIL"). GSIL provides investment advisory
services to offshore funds and accounts. GSIL is the investment advisor of
Gabelli International Gold Fund Limited and Gabelli European Partners, Ltd.
GSIL and Gemini are the investment advisors of Gabelli Global Partners, Ltd.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer
registered under the Securities Exchange Act of 1934, as amended ("1934 Act"),
which as a part of its business regularly purchases and sells securities for
its own account.
Gabelli Funds, a wholly owned subsidiary of GAMI, is a limited liability
company. Gabelli Funds is an investment adviser registered under the Advisers
Act which presently provides discretionary managed account services for The
Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The
Gabelli Convertible and Income Securities Fund, Inc., The Gabelli Value Fund
Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The
Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, Gabelli Gold
Fund, Inc., The Gabelli Global Multimedia Trust Inc., The Gabelli Global
Convertible Securities Fund, Gabelli Capital Asset Fund, Gabelli International
Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust,
The Gabelli Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli
Blue Chip Value Fund, The Gabelli Mathers Fund, The Comstock Capital Value Fund
and The Comstock Strategy Fund (collectively, the "Funds"), which are
registered investment companies.
Gabelli Advisers, a subsidiary of GAMI, is an investment adviser which
provides discretionary advisory services to The Gabelli Westwood Mighty Mitessm
Fund.
The Plan, a qualified employee profit sharing plan, covers substantially
all employees of GAMI and its affiliates.
MJG Associates provides advisory services to private investment
partnerships and offshore funds. Mario Gabelli is the sole shareholder,
director and employee of MJG Associates. MJG Associates is the Investment
Manager of Gabelli International Limited, Gabelli International II Limited,
Gabelli Performance Partnership, and Gabelli Fund, LDC.
Gemini is a limited liability company whose primary business purpose is
to provide advisory services to offshore funds. Marc Gabelli is the President
and Chief Investment Officer of Gemini.
The Foundation is a private foundation. Mario Gabelli is the President,
a Trustee and the Investment Manager of the Foundation.
Lynch is a public company traded on the American Stock Exchange engaged
in manufacturing. Interactive is a public company listed on the American Stock
Exchange and is a holding company with operating subsidiaries engaged primarily
in the rural telephone industry. Lynch and Interactive actively pursue new
business ventures and acquisitions. Lynch and Interactive make investments in
marketable securities to preserve capital and maintain liquidity for financing
their business activities and acquisitions and are not engaged in the business
of investing, reinvesting, or trading in securities. Mario J. Gabelli is a
director, officer and a substantial shareholder of Lynch and Interactive.
Mario Gabelli is the majority stockholder and Chairman of the Board of
Directors and Chief Executive Officer of Gabelli Partners and GAMI, and the
Chief Investment Officer for each of the Reporting Persons other than Gemini.
Gabelli Partners is the majority shareholder of GAMI. GAMI, in turn, is the
sole stockholder of GAMCO. GAMI is also the majority stockholder of GSI and
the largest shareholder of Gabelli Advisers. Gabelli & Company is a wholly-
owned subsidiary of GSI. Marc Gabelli is the majority stockholder of Gemini.
The Reporting Persons do not admit that they constitute a group.
Gabelli Partners, GAMI, GAMCO, and Gabelli & Company are New York
corporations and GSI and Gabelli Advisers are Delaware corporations, each
having its principal business office at One Corporate Center, Rye, New York
10580. Gabelli Funds is a New York limited liability company having its
principal business office at One Corporate Center, Rye, New York 10580. MJG
Associates is a Connecticut corporation having its principal business office at
8 Sound Shore Dr., Greenwich, CT 06830. Gemini is a Delaware limited liability
company having its principal business office at One Corporate Center, Rye, New
York 10580. The Foundation is a Nevada corporation having its principal
offices at 165 West Liberty Street, Reno, Nevada 89501. Lynch is an Indiana
corporation having its principal business office at 50 Kennedy Plaza, Suite
1250, Providence, Rhode Island 02903. Interactive is a Delaware corporation
having its principal place of business at One Corporate Center, Rye, New York
10580.
For information required by instruction C to Schedule 13D with respect to
the executive officers and directors of the foregoing entities and other
related persons (collectively, "Covered Persons"), reference is made to
Schedule I annexed hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
All Reporting Persons used an aggregate of approximately $3,452,087
to purchase the additional Securities reported as beneficially owned in Item 5
since the last filing on Schedule 13D. GAMCO and Gabelli Funds used
approximately $3,003,449 and $448,638, respectively, of funds that were
provided through the accounts of certain of their investment advisory clients
(and, in the case of some of such accounts at GAMCO, may be through borrowings
from client margin accounts) in order to purchase the additional Securities for
such clients.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D
relates is 6,786,696 shares, representing 20.18% of the 33,638,932 shares
outstanding as reported in the Issuer's most recent Form 10-Q for the quarter
ended September 26, 2002. The Reporting Persons beneficially own those
Securities as follows:
Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds
1,133,500
3.37%
GAMCO
5,634,196
16.75%
MJG Associates
17,000
0.05%
The Plan
2,000
0.01%
Mario Gabelli
0
0.00%
Marc Gabelli
0
0.00%
Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons other than Marc
Gabelli and Gemini. Marc Gabelli is deemed to have beneficial ownership of the
Securities owned by Gemini. GSI is deemed to have beneficial ownership of the
Securities beneficially owned by Gabelli & Company. GAMI and Gabelli Partners
are deemed to have beneficial ownership of the Securities owned beneficially by
each of the foregoing persons other than Mario Gabelli, Marc Gabelli, Gemini
and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole
power to vote or direct the vote and sole power to dispose or to direct the
disposition of the Securities reported for it, either for its own benefit or
for the benefit of its investment clients or its partners, as the case may be,
except that (i) GAMCO does not have the authority to vote 297,200 of the
reported shares, (ii) Gabelli Funds has sole dispositive and voting power with
respect to the shares of the Issuer held by the Funds so long as the aggregate
voting interest of all joint filers does not exceed 25% of their total voting
interest in the Issuer and, in that event, the Proxy Voting Committee of each
Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy
Voting Committee of each such Fund may take and exercise in its sole discretion
the entire voting power with respect to the shares held by such fund under
special circumstances such as regulatory considerations, and (iv) the power of
Mario Gabelli, Marc Gabelli, GAMI, and Gabelli Partners is indirect with
respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities
which were effected during the past sixty days or since the most recent filing
on Schedule 13D, whichever is less, by each of the Reporting Persons and
Covered Persons is set forth on Schedule II annexed hereto and incorporated
herein by reference.
(e) Not applicable.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is incorporated by reference to Exhibit C in the
Amendment No. 8 to Schedule 13D of the Reporting Persons with respect to
Edgewater Technologies, Inc.
Exhibit A:
Powers of Attorney to Stephen M. DeTore, Douglas R. Jamieson,
and James E. McKee from Robert E. Dolan
Powers of Attorney to Stephen M. DeTore, Douglas R. Jamieson,
and James E. McKee from Raymond H. Keller.
Powers of Attorney to Stephen M. DeTore, Douglas R.
Jamieson,, and James E. McKee from Mario J. Gabelli.
Powers of Attorney to Stephen M. DeTore, Karyn M. Nappi, and
James E. McKee from Marc J. Gabelli.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 13, 2002
MARIO J. GABELLI
MARC J. GABELLI
MJG ASSOCIATES, INC.
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, LLC
GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
By:/s/ James E. McKee
James E. McKee
Secretary
GAMCO INVESTORS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Executive Vice President
GABELLI & COMPANY, INC.
PROFIT SHARING PLAN
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Trustee
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive officers and
directors of the undersigned: his name; his business address; his
present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted. Unless otherwise specified,
the principal employer of each such individual is Gabelli Group
Capital Partners, Inc., Gabelli Asset Management Inc., Gabelli
Funds, LLC, Gabelli & Company, Inc., or GAMCO Investors, Inc., the
business address of each of which is One Corporate Center, Rye, New
York 10580, and each such individual identified below is a citizen
of the United States. To the knowledge of the undersigned, during
the last five years, no such person has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), and no such person was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding
any violation with respect to such laws except as reported in Item
2(d) of this Schedule 13D.
Gabelli Group Capital Partners,
Inc.
Directors:
Mario J. Gabelli
Chief Executive Officer and Chief Investment
Officer of Gabelli Group Capital Partners, Inc.,
Gabelli Asset Management Inc., and GAMCO
Investors, Inc.; Director/Trustee of all
registered investment companies advised by Gabelli
Funds, LLC; Chairman and Chief Executive Officer
of Lynch Interactive Corporation; Vice Chairman of
Lynch Corporation.
Richard B. Black
Vice Chairman of the Board of Directors of Oak
Technology, Inc.; Chairman of ECRM; Director of
The Morgan Group, Inc.; General Partner of KBA
Partners
Parker Plaza
400 Kelby Street
Fort Lee, NJ 07029
Charles C. Baum
Chairman, Director and Chief Executive Officer of
The Morgan Group, Inc.; Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
Eamon M. Kelly
Professor
Payson Center for International
Development Technology Transfer
Tulane University
300 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Arnold M. Reichman
Business Consultant
Marc J. Gabelli
Managing Director
Matthew R. Gabelli
Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Vincent J.
Capurso
Executive Vice President and Chief Financial
Officer
Robert S. Zuccaro
Vice President
James E. McKee
Vice President, General Counsel and Secretary
Gabelli Asset Management
Inc.
Directors:
Raymond C. Avansino,
Jr.
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Mario J. Gabelli
See Above
Paul B. Guenther
Chairman
New York Philharmonic
10 Lincoln Center Plaza
New York, NY 10023
John C. Ferrara
President
SPACE.com
120 West 45th Street
New York, NY 10036
Dr. Eamon M. Kelly
See Above
Karl Otto Pohl (1)
Sal. Oppenheim jr. & Cie.
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Robert S. Zuccaro
Vice President and Chief Financial Officer
James E. McKee
Vice President, General Counsel and Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler,
Jr.
Regina M. Pitaro
F. William Scholz, II
William S. Selby
Officers:
Mario J. Gabelli
Chief Executive Officer and Chief Investment
Officer
Joseph R. Rindler,
Jr.
Chairman
Douglas R. Jamieson
Executive Vice President and Chief Operating
Officer
Robert S. Zuccaro
Vice President and Chief Financial Officer
James E. McKee
Vice President, General Counsel and Secretary
Gabelli Funds, LLC
Officers:
Mario J. Gabelli
Chief Investment Officer
Bruce N. Alpert
Executive Vice President and Chief Operating
Officer
Gus Coutsouros
Vice President and Chief Financial Officer
James E. McKee
Secretary
Gabelli Advisers, Inc.
Directors:
Bruce N. Alpert
John D. Gabelli
Joseph R. Rindler.
Jr.
Officers:
Bruce N. Alpert
Chief Operating Officer
Gus
Coutsouros
Chief Financial Officer
James E. McKee
Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Joseph R. Rindler,
Jr.
See above
Officers:
Robert S. Zuccaro
Vice President-Finance
James E. McKee
Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III
Chairman & Interim President
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
Robert S. Zuccaro
See above
Officers:
James G. Webster, III
Chairman & Interim President
Bruce N. Alpert
Vice President - Mutual Funds
Walter K. Walsh
Compliance Officer
James E. McKee
Secretary
Lynch Corporation,
50 Kennedy Plaza, Suite 1250, Providence, RI 02903
Directors:
Mario J. Gabelli
See above - Gabelli Group Capital Partners, Inc.
E. Val Cerutti
Business Consultant, Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Avrum Gray
Ralph R. Papitto
Richard E. McGrail
Raymond H. Keller
Anthony R.
Pustorino
Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605
Chairman and Chief Executive Officer
President and Chief Operations Officer
Vice President and Chief Financial Officer
Professor Emeritus
Pace University
1 Martine Avenue
White Plains, NY 10606
Officers:
Ralph R. Papitto
See above
Mario J. Gabelli
Vice Chairman
Richard E. McGrail
See above
Raymond H. Keller
See above
Lynch Interactive Corporation,
401 Theodore Fremd Avenue Rye, NY 10580
Directors:
Paul J. Evanson
President
Florida Light & Power Co.
P.O. Box 14000
700 Universe Blvd.
Juno Beach, FL 33408
Mario J. Gabelli
See above - Gabelli Group Capital Partners, Inc.
Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
John C. Ferrara
See above
David C. Mitchell
Business Consultant
c/o Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
Vincent S. Tese
Lawyer, Investment Adviser and Cable Television
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167
Frederic V. Salerno
Vice Chairman
Verizon Communications, Inc.
1095 Avenue of the Americas
New York, New York 10036
Officers:
Mario J. Gabelli
Chairman and Chief Executive Officer
Robert E. Dolan
Chief Financial Officer
John Fikre
Vice President - Corporate Development, General
Counsel, and Secretary
(1) Citizen of Germany
(2) Citizen of the Cayman Islands
(3) Citizen of Bermuda
(4) Citizen of Bermuda and Canada
(5) Citizen of the UK
(6) Citizen of Switzerland
(7) Citizen of Italy